AMENDMENT TO MASTER LOAN AGREEMENT
EXHIBIT
10.2
AMENDMENT
TO MASTER LOAN AGREEMENT
THIS
AMENDMENT TO MASTER LOAN AGREEMENT (this “Amendment”) is
made and entered into as of June 1, 2007 (“Amendment Effective
Date”), by and among MATTERHORN FINANCIAL SERVICES LLC, a
California limited liability company (“Borrower”),
PERFORMANCE CAPITAL MANAGEMENT, LLC, a California corporation
(“PCM”), VÄRDE INVESTMENT PARTNERS, L.P., a Delaware
limited partnership (“Lender”).
RECITALS
WHEREAS,
Borrower, PCM and Lender are parties to that certain Master Loan Agreement
dated
as of June 10, 2004 (the “Loan Agreement”).
WHEREAS,
Borrower, PCM and Lender desire to amend certain terms of the Loan Agreement,
in
accordance with Section 10.5 thereof, as stated herein.
NOW
THEREFORE, in consideration of the foregoing premises and the agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, PCM, Borrower and Lender agree as
follows:
1. Definitions. Capitalized
terms not otherwise defined herein have the respective meaning contained
in the
Loan Agreement.
2. Amendments.
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a.
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Article
I of the Loan Agreement is hereby amended by deleting in its entirety
the
definition of "Maturity Date" and replacing it with the
following:
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“Maturity
Date” shall mean the maturity date for principal and any other accrued
but unpaid amounts on each Loan, which shall be the earlier of (i) the date
thirty-six (36) months following the applicable Borrowing Date or (ii) the
date
of acceleration of the related Note pursuant to Section 9.2.”
b. Notices. Section
10.14 of the Loan Agreement is amended by deleting the address of Borrower
and
PCM and replacing it with the following:
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“If
to Borrower:
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With
a Copy to:
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Matterhorn
Financial Services LLC
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Matterhorn
Financial Services LLC
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0000
Xxxxxxx Xx., Xxxxx 000
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0000
Xxxxxxx Xx., Xxxxx 000
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Xxxxx
Xxxx, XX 00000
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Xxxxx
Xxxx, XX 00000
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Attention: Mr.
Xxxxx Xxxxxxxx
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Attention: Xxxxxxx
X. Xxxxxxxxxxx
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Telephone
No.: 000-000-0000
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Telephone
No.: 000-000-0000
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Facsimile
No.: 000-000-0000
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Facsimile
No: 000-000-0000
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1
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If
to PCM:
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With
a Copy to:
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Performance
Capital Management, LLC
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Performance
Capital Management, LLC
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0000
Xxxxxxx Xx., Xxxxx 000
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0000
Xxxxxxx Xx., Xxxxx 000
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Xxxxx
Xxxx, XX 00000
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Xxxxx
Xxxx, XX 00000
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Attention: Mr.
Xxxxx Xxxxxxxx
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Attention: Xxxxxxx
X. Xxxxxxxxxxx
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Telephone
No.: 000-000-0000
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Telephone
No.: 000-000-0000
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Facsimile
No.: 000-000-0000
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Facsimile
No: 000-000-0000”
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3. Effective
only Upon Full Execution and Delivery. This Amendment
shall become effective as of the date first written above upon execution
and
delivery by all of the parties hereto, which delivery may be made by delivery
of
signatures via facsimile.
4. Ratification;
No other Amendments Intended. As amended hereby, the
Loan Agreement and all of the Loan Documents are hereby ratified, approved,
and
confirmed in every respect, and shall remain in full force and
effect. Except as expressly set forth herein, no other amendment to
the Loan Agreement or the other Loan Documents is intended.
5. Counterparts. This
Amendment may be executed in any number of counterparts and by the different
parties on separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same instrument.
6. Severability
of Provisions. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.
7. Amendment
as Loan Document. This Amendment is a “Loan Document” as
that term is used in the Loan Agreement.
8. Successors
and Assigns. This Amendment shall be binding upon, and
shall inure to the benefit of, Borrower, PCM and Lender, and their respective
successors and assigns.
9. Titles. Titles
of the Sections of this Amendment are merely for convenience in reading and
shall not be construed to alter, modify or interpret the meaning of the
provisions under said titles.
[The
remainder of this page was intentionally left
blank.]
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AMENDMENT
TO MASTER LOAN AGREEMENT
[Signature
Page]
The
undersigned have executed this Amendment to Loan Agreement as of the date
first
above written.
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LENDER:
VÄRDE
INVESTMENT PARTNERS, L.P.
By
Värde Investment Partners G.P., LLC, Its General Partner
By
Värde Partners, L.P., Its Managing Member
By
Värde Partners, Inc., Its General Partner
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BORROWER:
MATTERHORN
FINANCIAL SERVICES LLC
By
Performance Capital Management, LLC,
Its
Sole Member
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By:
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/s/
Xxxxx Xxxxxxxx C.O.O.
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Xxxxx
Xxxxxxxx, Chief Operating Officer
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By:
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/s/ Xxxxxxxxxxx X. Xxxxx | |||
| Xxxxxxxxxxx X. Xxxxx, Vice President | ||||
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PCM:
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PERFORMANCE
CAPITAL MANAGEMENT, LLC
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By:
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/s/
Xxxxx Xxxxxxxx C.O.O.
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Xxxxx
Xxxxxxxx, Chief Operating Officer
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AGREEMENT
OF GUARANTOR
The
undersigned Guarantor hereby acknowledges the terms of the within Amendment
and
agrees to continue to be bound as a Guarantor under the Guaranty described
in
the Loan Agreement. The Guarantor agrees and acknowledges that Lender
is relying on Guarantor’s agreement to execute this Agreement and that Lender
would not enter into the Amendment without Guarantor’s agreement to be bound
hereby.
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GUARANTOR:
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PERFORMANCE
CAPITAL MANAGEMENT,
LLC
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By:
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/s/
Xxxxx Xxxxxxxx C.O.O.
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Xxxxx
Xxxxxxxx, Chief Operating
Officer
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